Exhibit 10.1


 


 


November 14, 2018


 


Hudson Technologies Company


14th Floor


One Blue Hill Plaza


P.O. Box 1541


Pearl River, New York
10965


Attention: Brian F. Coleman,
President, COO


 


Extension Letter


 


We refer to that certain
Term Loan Credit and Security Agreement, dated as of October 10, 2017 (as amended by that Limited Waiver and First Amendment thereto,
dated as of June 29, 2018, that certain Waiver and Second Amendment thereto, dated as of August 14, 2018 (as amended, the “Second
Amendment”), and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among Hudson Technologies Company, a Tennessee
corporation (“Hudson Technologies”), HUDSON HOLDINGS, INC., a Nevada corporation (“Holdings”),
and ASPEN REFRIGERANTS, INC. (formerly known as AIRGAS-REFRIGERANTS, INC.), a Delaware corporation (“ARI”
and together with Hudson Technologies, and Holdings, collectively, the “Borrowers”, and each a “Borrower”),
the other Credit Parties hereto, the financial institutions party thereto as lenders (the “Lenders”), and U.S.
BANK NATIONAL ASSOCIATION, a national banking association, as collateral agent and administrative agent for the Lenders (in
such capacities, the “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed thereto in the Credit Agreement or the Second Amendment, as applicable.


 


Borrowers, Agent and
Lenders hereby agree as follows:


 


		1.)	The date set forth in Section 1.1 of the Second Amendment for delivery of a certificate setting
forth in reasonable detail (with accompanying calculations) the Total Leverage Ratio as of the four fiscal quarter period ending
September 30, 2018 shall be extended to November 21, 2018. Accordingly, effective as of the date hereof, Borrowers, Agent, and
Lenders agree that the text “November 14, 2018” in Section 1.1 of the Second Amendment is hereby replaced with the
text “November 21, 2018”. The period from the date hereof through and including November 21, 2018 is referred to as
the “Extension Period”.



 


		2.)	The description of 10-Q reports set forth in Section 1.2 of the Second Amendment shall be amended
to include the 10-Q report of Hudson Technologies filed for the fiscal quarter ended September 30, 2018. Accordingly, effective
as of the date hereof, Borrowers, Agent, and Lenders agree that the text “10-Q report of HT filed for the fiscal quarter
ended June 30, 2018” in Section 1.2 of the Second Amendment is hereby replaced with the text “10-Q reports of HT filed
for the fiscal quarters ended June 30, 2018 and September 30, 2018”.



 






     


     


    

 


		3.)	Notwithstanding anything to the contrary in the Credit Agreement, the Second Amendment or any Other
Document, the Borrowers shall be permitted to make voluntary prepayments of the Loans during the Extension Period, and no Prepayment
Premium or Make-Whole Amount shall be due and payable in connection with any such voluntary prepayment.



 


Except as expressly
provided herein, the Credit Agreement and each Other Document shall continue in full force and effect, and this letter agreement
shall not be deemed to be a waiver or amendment of any other provision of the Credit Agreement or any Other Document. Without limiting
the foregoing, the Administrative Agent and the Lenders expressly reserve all of their rights, powers, privileges and remedies
under the Credit Agreement, the Other Documents and applicable law. This letter agreement shall constitute an Other Document under
the terms of the Credit Agreement. The governing law, jurisdiction, service of process and waiver of jury trial provisions set
forth in Sections 14.1 and 11.8 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. This letter
agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The
Credit Agreement (as modified by this letter agreement) and the Other Documents embody the entire agreement among the parties hereto
and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof. This letter
agreement may be executed and delivered via facsimile or email (in .pdf format) transmission with the same force and effect as
if an original were executed, and may be executed in original counterparts each of which counterpart shall be deemed an original
document but all of which counterparts together shall constitute one and the same agreement.


 


By their execution
hereof, Lenders hereby instruct and direct Agent to execute this letter agreement.


 


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	 	Very truly yours,
	 	 	 
	 	AGENT:
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Agent
	 	 	 
	 	 	 
	 	By:	/s/ Lisa Dowd
	 	Name: 	Lisa Dowd
	 	Title:	Vice President






 


		cc:	McDermott Will & Emery LLP



340 Madison Avenue


New York, NY 10173


Attention: Timothy
W. Walsh, Esq.


 




    
Signature Page to Extension Letter – Hudson Technologies


     


    

 





 





	 	LENDERS:
	 	 
	 	FS INVESTMENT CORPORATION
	 	By:	/s/ Philip S. Davidson
	 	Name: 	Philip S. Davidson
	 	Title:	Authorized Signatory


 





	 	GREEN CREEK LLC
	 	By:	/s/ Philip S. Davidson
	 	Name: 	Philip S. Davidson
	 	Title:	Authorized Signatory



 





	 	JUNIATA RIVER LLC
	 	By:	/s/ Philip S. Davidson
	 	Name: 	Philip S. Davidson
	 	Title:	Authorized Signatory


 





	 	JEFFERSON SQUARE
FUNDING LLC
	 	By:	/s/ Philip S. Davidson
	 	Name: 	Philip S. Davidson
	 	Title:	Authorized Signatory


 





	 	FS INVESTMENT CORPORATION
IV
	 	By:	/s/ Philip S. Davidson
	 	Name: 	Philip S. Davidson
	 	Title:	Authorized Signatory


  




    
Signature Page to Extension Letter – Hudson Technologies


     


    

 


Acknowledged and agreed:


 


 


BORROWERS:


 





	HUDSON TECHNOLOGIES COMPANY	 
	 	 
	 	 
	By:	/s/ Brian F. Coleman	 
	Name: 	Brian F. Coleman	 
	Title:	President	 





 





	HUDSON HOLDINGS, INC.	 
	 	 
	 	 
	By:	/s/ Brian F. Coleman	 
	Name: 	Brian F. Coleman	 
	Title:	President	 


 





	ASPEN REFRIGERANTS, INC.	 
	 	 
	 	 
	By:	/s/ Brian F. Coleman	 
	Name: 	Brian F. Coleman	 
	Title:	President	 








 


 


GUARANTOR:








 





	HUDSON TECHNOLOGIES, INC.	 
	 	 
	 	 
	By:	/s/ Brian F. Coleman	 
	Name: 	Brian F. Coleman	 
	Title:	President	 


 






    
Signature Page to Extension Letter – Hudson Technologies